EXHIBIT 4.01
This Subordinated Note is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of the
Depository named below or a nominee of the Depository. This Subordinated Note is
not exchangeable for Subordinated Notes registered in the name of a Person other
than the Depository or its nominee except in the limited circumstances described
herein and in the Indenture, and no transfer of this Subordinated Note (other
than a transfer of this Subordinated Note as a whole by the Depository to a
nominee of the Depository or by a nominee of the Depository to the Depository or
another nominee of the Depository) may be registered except in the limited
circumstances described herein.
Unless this certificate is presented by an authorized representative
of The Canadian Depository for Securities Limited ("CDS") to Citigroup Inc. or
its agent for registration of transfer, exchange or payment, and any certificate
issued in respect thereof is registered in the name of CDS & CO., or in such
other name as is requested by an authorized representative of CDS (and any
payment is made to CDS & CO. or to such other entity as is requested by an
authorized representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holder
hereof, CDS & CO., has an interest herein. This certificate is issued pursuant
to a Master Letter of Representations of Citigroup Inc. to CDS, as such letter
may be replaced or amended from time to time.
THE SUBORDINATED NOTES ARE NOT SAVINGS ACCOUNTS OR DEPOSITS BUT ARE
UNSECURED OBLIGATIONS OF CITIGROUP INC. THE SUBORDINATED NOTES ARE NOT INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER FEDERAL AGENCY OR
INSTRUMENTALITY.
CITIGROUP INC.
5.365% SUBORDINATED NOTES DUE MARCH 6, 2036
REGISTERED REGISTERED
CUSIP: 172967 DJ 7
ISIN: CA172967 DJ 71
Common Code: 024617351
No. R-0001 C$______________
CITIGROUP INC., a Delaware corporation (the "Company", which term includes
any successor Person under the Indenture), for value received, hereby promises
to pay to CDS & Co., or registered assigns, the principal sum of C$_________ on
March 6, 2036, and until the principal hereof is paid or made available for
payment to pay interest thereon from and including March 6, 2006 or from the
most recent Interest Payment Date (as defined herein) to which interest has been
paid or duly provided for, to but excluding March 6, 2036, semi-annually in
equal installments on the sixth day of March and September of each year,
commencing September 6, 2006, at a fixed rate of 5.365% per annum (each such
semi-annual payment date, an "Interest Payment Date"). The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid pursuant to the instructions
of the Person in whose name this Subordinated Note is registered at the close of
business on the Record Date for such interest, which shall be the February 15
and August 15 (whether or not a Business Day) next preceding each Interest
Payment Date.
Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the holder on such Record Date and may either
be paid pursuant to the instructions of the Person in whose name this
Subordinated Note is registered at the close of business on a subsequent Record
Date, such subsequent Record Date to be not less than five days prior to the
date of payment of such defaulted interest, notice whereof shall be given to
holders of Subordinated Notes of this series not less than 15 days prior to such
subsequent Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Subordinated Notes of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.
Interest will be payable semi-annually in equal installments and, in the
case of any period other than a full semi-annual period, interest hereon will be
calculated on the basis of the actual number of days elapsed and a year of 365
days or (in the case of a leap year) 366 days. All Canadian dollar amounts
resulting from the calculations described in the preceding sentence will be
rounded to the nearest cent.
If either an Interest Payment Date or a redemption date falls on a day that
is not a Toronto Business Day, the payment due on such date will be postponed to
the next succeeding Toronto Business Day, and no further interest will accrue in
respect of such postponement. "Toronto Business Day" means any day which is a
day on which commercial banks and foreign exchange markets settle payments and
are open for general business (including dealings in foreign currency deposits
and foreign exchange) in Toronto.
If a date for payment of interest or principal on the Subordinated Note
falls on a day that is not a business day in the place of payment, such payment
will be made on the next succeeding business day in such place of payment as if
made on the date such payment was due. No interest will accrue on any amounts
payable for the period from and after the due date for payment of such interest
or principal.
The Notes will be represented by beneficial interests in fully registered
permanent global notes (the "Global Notes") without interest coupons attached,
which will be deposited with and registered in the name of CDS & Co., as
custodian and nominee for The Canadian Depository for Securities Limited
("CDS").
Beneficial interests in the Global Notes will be represented through
book-entry accounts of financial institutions acting on behalf of beneficial
owners as direct and indirect participants in CDS. Clearstream International
("Clearstream") and the Euroclear System ("Euroclear") will hold interests on
behalf of their participants through customers' securities accounts in their
respective names on the books of their respective Canadian subcustodians, each
of which is a Canadian Schedule I chartered bank ("Canadian subcustodians"),
which in turn will hold such
interests in customers' securities accounts in the names of the Canadian
subcustodians on the books of CDS.
All payments of principal and interest on the Notes will be made in
Canadian dollars. Payments on the Global Notes will be made on behalf of the
Company by the fiscal agent pursuant to the instructions of the Person in whose
name this Subordinated Note is registered at the close of business on the
relevant Record Date. All payments made by the fiscal agent on the Company's
behalf shall discharge the liability of the Company under the Notes to the
extent of the sums so paid.
Reference is hereby made to the further provisions of this Subordinated
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee or by the Fiscal Agent on behalf of the Trustee by manual signature,
this Subordinated Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: March 6, 2006
CITIGROUP INC.
By:
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Title: Assistant Treasurer
ATTEST:
By:
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Assistant Secretary
This is one of the Subordinated Notes of the series issued under the
within-mentioned Indenture.
Dated: March 6, 2006
X.X. XXXXXX TRUST COMPANY, N.A.,
as Trustee
By:
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Name:
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Title:
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-or-
CITIBANK, N.A.,
as Authenticating Agent
By:
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Name:
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Title:
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This Subordinated Note is one of a duly authorized issue of Securities of
the Company (the "Subordinated Notes"), issued and to be issued in one or more
series under the Indenture, dated as of April 12, 2001, as supplemented August
2, 2004 (the "Indenture"), between the Company and X.X. Xxxxxx Trust Company,
N.A. (successor-in-interest to Bank One Trust Company, N.A.), as Trustee (the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the holders of the
Subordinated Notes and of the terms upon which the Subordinated Notes are, and
are to be, authenticated and delivered. This Subordinated Note is one of the
series designated on the face hereof, initially issued in the aggregate
principal amount of C$_________________.
The Company covenants and agrees that the indebtedness evidenced by the
Subordinated Notes is subordinate and junior in right of payment to all Senior
Indebtedness (as defined in the Indenture) to the extent provided in the
Indenture, and each holder of Subordinated Notes, by his or her acceptance
thereof, likewise covenants and agrees to the subordination provided in the
Indenture (including Article Fourteen thereof) and shall be bound by the
provisions thereof.
In the event that the Company shall default in the payment of any principal
of (or premium, if any) or interest on any Senior Indebtedness when the same
becomes due and payable after any applicable grace period, whether at maturity
or at a date fixed for prepayment or by declaration or otherwise, then, unless
and until such default shall have been cured or waived or shall have ceased to
exist, no direct or indirect payment (in cash, property, securities, by set-off
or otherwise) shall be made or agreed to be made on account of the principal of,
or premium, if any, or interest on the indebtedness evidenced by the
Subordinated Notes, or in respect of any redemption, retirement or other
acquisition of any of the Subordinated Notes, except that holders of
Subordinated Notes may receive and retain (x) securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in these
subordination provisions with respect to the indebtedness evidenced by the
Subordinated Notes, to the payment of all Senior Indebtedness at the time
outstanding and to any securities issued in respect thereof under any such plan
of reorganization or readjustment and (y) payments made from a defeasance trust
created pursuant to Article Eleven of the Indenture.
In the event of:
(i) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar proceeding relating
to the Company, its creditors or its property,
(ii) any proceeding for liquidation, dissolution or other winding up
of the Company, voluntary or involuntary, whether or not involving insolvency or
bankruptcy proceedings,
(iii) any assignment by the Company for the benefit of creditors, or
(iv) any other marshalling of the assets of the Company,
all Senior Indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) shall first be paid in full before any
payment or distribution, whether in cash, securities or other property, shall be
made to any Holder of any of the Subordinated Notes on account thereof (except
as provided in the next sentence). Any payment or distribution, whether in cash,
securities or other property (other than (x) securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in these
subordination provisions with respect to the indebtedness evidenced by the
Subordinated Notes, to the payment of all Senior Indebtedness at the time
outstanding and to any securities issued in respect thereof under any such plan
of reorganization or readjustment and (y) payments made from a defeasance trust
created pursuant to Article Eleven of the Indenture), which would otherwise (but
for these subordination provisions) be payable or deliverable in respect of the
Subordinated Notes shall be paid or delivered directly to the holders of Senior
Indebtedness in accordance with the priorities then existing among such holders
until all Senior Indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) shall have been paid in full.
If an event of default (as defined in the Indenture) with respect to
Subordinated Notes of this series shall occur and be continuing, the principal
of the Subordinated Notes of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Subordinated Note upon compliance by the Company with
certain conditions set forth in Article Eleven thereof, which provisions apply
to this Subordinated Note.
The Indenture contains provisions permitting the Company and the Trustee,
without the consent of the holders of Securities, to establish, among other
things, the form and terms of any series of Securities issuable thereunder by
one or more supplemental indentures, and, with the consent of the holders of not
less than a majority of the principal amount of Securities at the time
Outstanding which are affected thereby, to modify the Indenture or any
supplemental indenture or the rights of the holders of Securities of such series
to be affected, provided that no such modification shall, without the consent of
the holder of each Outstanding Security so affected, (x) change the Stated
Maturity of the principal of, or any installment of principal of or interest on,
any Security, or reduce the principal amount thereof or the rate of interest
thereon or any premium thereon, or change any place of payment where, or the
coin or currency in which any Security or any premium or interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption
on or after the Redemption Date) or modify the provisions of the Indenture with
respect to the subordination of the Securities in a manner adverse to the
Securityholders or (y) reduce the aforesaid percentage in principal amount of
the Outstanding Securities of any series, the consent of the holders of which is
required for any supplemental indenture, or the consent of
whose holders is required for any waiver provided for in the Indenture, or (z)
modify certain other provisions of the Indenture, as set forth in Section 13.02
of the Indenture.
No reference herein to the Indenture and no provision of this Subordinated
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on
this Subordinated Note at the times, place and rate, and in the coin or
currency, herein prescribed.
This Subordinated Note is a Global Security registered in the name of a
nominee of the Depository. This Subordinated Note is exchangeable for
Subordinated Notes registered in the name of a person other than the Depository
or its nominee only in the limited circumstances hereinafter described. Unless
and until it is exchanged in whole or in part for definitive Subordinated Notes
in certificated form, this Subordinated Note may not be transferred except as a
whole by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository.
If CDS notifies the Company that it is unwilling or unable to continue as
depositary in connection with the Global Notes or ceases to be a recognized
clearing agency under the Securities Act (Ontario) or other applicable Canadian
securities legislation, and a successor depositary is not appointed by the
Company within 90 days after receiving such notice or becoming aware that CDS is
no longer so recognized, or if both Clearstream and Euroclear notify the company
that they are unwilling or unable to continue as a clearing system in connection
with the Notes, or if the Company in its sole discretion decides to allow some
or all of the Notes to be exchangeable for definitive securities in registered
form, then the beneficial owners of Notes affected by such events will be
notified through the relevant chain of intermediaries that definitive notes are
available. Beneficial owners of affected book-entry notes will then be entitled
(1) to receive physical delivery in certificated form of definitive notes equal
in principal amount to their beneficial interest and (2) to have the definitive
notes registered in their names. The definitive notes will be issued in
denominations of C$100,000 and integral multiples of C$1,000 in excess thereof.
Definitive notes will be registered in the name or names of the person or
persons CDS, Euroclear and Clearstream specify in a written instruction to the
registrar. CDS or Euroclear and Clearstream may base their written instruction
upon directions they receive from their participants. Thereafter, the holders of
the definitive notes will be recognized as the "holders" of the notes under the
Indenture.
In the event definitive notes are issued, the holders of definitive notes
will be able to receive payments of principal and interest on their notes at the
office of the Company's paying agents maintained in Toronto and in London.
Payment of principal of a definitive note may be made only against surrender of
the note to one of the Company's paying agents. The Company also has the option
of mailing checks to the registered holders of the notes.
In the event definitive notes are issued, the holders of definitive notes
will be able to transfer their notes, in whole or in part, by surrendering the
notes for registration of transfer at the office of Citibank Canada, Toronto
office, or Citibank, N.A., London office, duly endorsed by or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
registrar. Upon surrender, the Company will execute, and the authenticating
agent will authenticate and deliver, new notes to the designated transferee in
the amount being transferred, and a new note for any amount not being
transferred will be issued to the transferor. Such new notes will be delivered
free of charge at the offices of Citibank, N.A. in London or Citibank Canada in
Toronto, as requested by the owner of such new notes. The Company will not
charge any fee for the registration of transfer or exchange, except that it may
require the payment of a sum sufficient to cover any applicable tax or other
governmental charge payable in connection with the transfer.
Prior to due presentment of this Subordinated Note for registration of
transfer, the Company, the Fiscal Agent and any agent of the Company or the
Fiscal Agent may treat the Person in whose name this Subordinated Note is
registered as the owner hereof for all purposes, whether or not this
Subordinated Note be overdue, and neither the Company, the Fiscal Agent nor any
such agent shall be affected by notice to the contrary.
The Company will pay additional amounts ("Additional Amounts") to the
beneficial owner of any Subordinated Note that is a non-United States person in
order to ensure that every net payment on such Subordinated Note will not be
less, due to payment of U.S. withholding tax, than the amount then due and
payable. For this purpose, a "net payment" on a Subordinated Note means a
payment by the Company or a paying agent, including payment of principal and
interest, after deduction for any present or future tax, assessment or other
governmental charge of the United States. These Additional Amounts will
constitute additional interest on the Subordinated Note.
The Company will not be required to pay Additional Amounts, however, in any
of the circumstances described in items (1) through (13) below.
(1) Additional Amounts will not be payable if a payment on a Subordinated
Note is reduced as a result of any tax, assessment or other
governmental charge that is imposed or withheld solely by reason of
the beneficial owner:
(a) having a relationship with the United States as a citizen,
resident or otherwise;
(b) having had such a relationship in the past or
(c) being considered as having had such a relationship.
(2) Additional Amounts will not be payable if a payment on a Subordinated
Note is reduced as a result of any tax, assessment or other
governmental charge that is imposed or withheld solely by reason of
the beneficial owner:
(a) being treated as present in or engaged in a trade or business in
the United States;
(b) being treated as having been present in or engaged in a trade or
business in the United States in the past or
(c) having or having had a permanent establishment in the United
States.
(3) Additional Amounts will not be payable if a payment on a Subordinated
Note is reduced as a result of any tax, assessment or other
governmental charge that is
imposed or withheld solely by reason of the beneficial owner being or
having been any of the following (as these terms are defined in the
Internal Revenue Code of 1986, as amended):
(a) personal holding company;
(b) foreign personal holding company;
(c) foreign private foundation or other foreign tax-exempt
organization;
(d) passive foreign investment company;
(e) controlled foreign corporation or
(f) corporation which has accumulated earnings to avoid United States
federal income tax.
(4) Additional Amounts will not be payable if a payment on a Subordinated
Note is reduced as a result of any tax, assessment or other
governmental charge that is imposed or withheld solely by reason of
the beneficial owner owning or having owned, actually or
constructively, 10 percent or more of the total combined voting power
of all classes of stock of the Company entitled to vote or by reason
of the beneficial owner being a bank that has invested in a
Subordinated Note as an extension of credit in the ordinary course of
its trade or business.
For purposes of items (1) through (4) above, "beneficial owner" means a
fiduciary, settlor, beneficiary, member or shareholder of the holder if the
holder is an estate, trust, partnership, limited liability company, corporation
or other entity, or a person holding a power over an estate or trust
administered by a fiduciary holder.
(5) Additional Amounts will not be payable to any beneficial owner of a
Subordinated Note that is a:
(a) fiduciary;
(b) partnership;
(c) limited liability company or
(d) other fiscally transparent entity
or that is not the sole beneficial owner of the Subordinated Note, or
any portion of the Subordinated Note. However, this exception to the
obligation to pay Additional Amounts will only apply to the extent
that a beneficiary or settlor in relation to the fiduciary, or a
beneficial owner or member of the partnership, limited liability
company or other fiscally transparent entity, would not have been
entitled to the payment of an Additional Amount had the beneficiary,
settlor, beneficial owner or member received directly its beneficial
or distributive share of the payment.
(6) Additional Amounts will not be payable if a payment on a Subordinated
Note is reduced as a result of any tax, assessment or other
governmental charge that is imposed or withheld solely by reason of
the failure of the beneficial owner or any other person to comply with
applicable certification, identification, documentation or other
information reporting requirements. This exception to the obligation
to pay Additional Amounts will only apply if compliance with such
reporting requirements is required by statute or regulation of the
United States or by an applicable income
tax treaty to which the United States is a party as a precondition to
exemption from such tax, assessment or other governmental charge.
(7) Additional Amounts will not be payable if a payment on a Subordinated
Note is reduced as a result of any tax, assessment or other
governmental charge that is collected or imposed by any method other
than by withholding from a payment on a Subordinated Note by the
Company or a paying agent.
(8) Additional Amounts will not be payable if a payment on a Subordinated
Note is reduced as a result of any tax, assessment or other
governmental charge that is imposed or withheld by reason of a change
in law, regulation, or administrative or judicial interpretation that
becomes effective more than 15 days after the payment becomes due or
is duly provided for, whichever occurs later.
(9) Additional Amounts will not be payable if a payment on a Subordinated
Note is reduced as a result of any tax, assessment or other
governmental charge that is imposed or withheld by reason of the
presentation by the beneficial owner of a Subordinated Note for
payment more than 30 days after the date on which such payment becomes
due or is duly provided for, whichever occurs later.
(10) Additional Amounts will not be payable if a payment on a Subordinated
Note is reduced as a result of any:
(a) estate tax;
(b) inheritance tax;
(c) gift tax;
(d) sales tax;
(e) excise tax;
(f) transfer tax;
(g) wealth tax;
(h) personal property tax or
(i) any similar tax, assessment, withholding, deduction or other
governmental charge.
(11) Additional Amounts will not be payable if a payment on a Subordinated
Note is reduced as a result of any tax, assessment or other
governmental charge required to be withheld by any paying agent from a
payment of principal or interest on a Subordinated Note if such
payment can be made without such withholding by any other paying
agent.
(12) Additional Amounts will not be payable if a payment on a Subordinated
Note is reduced as a result of any tax, assessment or other
governmental charge that is required to be made pursuant to any
European Union directive on the taxation of savings income or any law
implementing or complying with, or introduced to conform to, any such
directive.
(13) Additional Amounts will not be payable if a payment on a Subordinated
Note is reduced as a result of any combination of items (1) through
(12) above.
Except as specifically provided herein, the Company will not be required to
make any payment of any tax, assessment or other governmental charge imposed by
any government or a political subdivision or taxing authority of such
government.
As used in this Subordinated Note, "United States person" means:
(a) any individual who is a citizen or resident of the United States;
(b) any corporation, partnership or other entity treated as a corporation
or a partnership created or organized in or under the laws of the
United States or any political subdivision thereof;
(c) any estate if the income of such estate falls within the federal
income tax jurisdiction of the United States regardless of the source
of such income and
(d) any trust if a United States court is able to exercise primary
supervision over its administration and one or more United States
persons have the authority to control all of the substantial decisions
of the trust.
Additionally, "non-United States person" means a person who is not a United
States person, and "United States" means the United States of America, including
the states of the United States of America and the District of Columbia, but
excluding its territories and possessions.
Except as provided below, the Subordinated Notes may not be redeemed prior
to maturity.
(1) The Company may, at its option, redeem the Subordinated Notes if:
(a) the Company becomes or will become obligated to pay Additional
Amounts as described above;
(b) the obligation to pay Additional Amounts arises as a result of
any change in the laws, regulations or rulings of the United
States, or an official position regarding the application or
interpretation of such laws, regulations or rulings, which change
is announced or becomes effective on or after February 23, 2006
and
(c) the Company determines, in its business judgment, that the
obligation to pay such Additional Amounts cannot be avoided by
the use of reasonable measures available to it, other than
substituting the obligor under the Subordinated Notes or taking
any action that would entail a material cost to the Company.
(2) The Company may also redeem the Subordinated Notes, at its option, if:
(a) any act is taken by a taxing authority of the United States on or
after February 23, 2006, whether or not such act is taken in
relation to the Company or any affiliate, that results in a
substantial probability that the Company will or may be required
to pay Additional Amounts as described above;
(b) the Company determines, in its business judgment, that the
obligation to pay such Additional Amounts cannot be avoided by
the use of reasonable measures available to it, other than
substituting the obligor under the Subordinated Notes or taking
any action that would entail a material cost to the Company and
(c) the Company receives an opinion of independent counsel to the
effect that an act taken by a taxing authority of the United
States results in a substantial probability that the Company will
or may be required to pay the Additional Amounts described above,
and delivers to the Trustee a certificate, signed by a duly
authorized officer, stating that based on such opinion the
Company is entitled to redeem the Subordinated Notes pursuant to
their terms.
Any redemption of the Subordinated Notes as set forth in clauses (1) or (2)
above shall be in whole, and not in part, and will be made at a redemption price
equal to 100% of the principal amount of the Subordinated Notes Outstanding plus
accrued interest thereon to the date of redemption. Holders shall be given not
less than 30 days nor more than 60 days' prior notice by the Trustee of the date
fixed for such redemption.
All terms used in this Subordinated Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture. The
Subordinated Notes are governed by the laws of the State of New York.
